1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Spec In A Sec, LLC ("Company," "we," "us," or "our"), governing your access to and use of the Spec In A Sec platform and all associated services (the "Service").

By accessing or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Service.

These Terms apply to all users of the Service, regardless of whether access is through the primary specinasec.com website, a vendor-branded domain, a licensee-branded domain, a custom domain, a subdomain, or any other entry point within the Ecosystem (as defined below). Additional terms may apply to Vendors and Licensees under their respective agreements with the Company.

2. Definitions

2.1 "Ecosystem"

The entire network of websites, applications, services, subdomains, and tools operated by Spec In A Sec, LLC, including but not limited to specinasec.com, all branded vendor and licensee domains, any subdomain of specinasec.com, and any future platforms, services, or tools the Company develops or operates, including but not limited to a 3D model specification tool.

2.2 "Platform"

The Spec In A Sec SaaS application, including all features, tools, interfaces, APIs, and services provided through the Ecosystem.

2.3 "Vendor"

An entity or individual that has entered into a Vendor Services Agreement with the Company and makes its patterns, fabrics, and related products available to Users through the Ecosystem.

2.4 "Licensee" or "Organization"

An organization that has entered into a Licensee Services Agreement with the Company and under which Vendors may enroll.

2.5 "User Content"

All data, content, specifications, project information, sample requests, design selections, images, communications, and any other materials created, uploaded, submitted, or otherwise provided by you through the Service.

2.6 "Branded Domain"

A custom domain or subdomain configured to display the Platform under a Vendor's or Licensee's branding. A Branded Domain is part of the Ecosystem and is subject to these Terms.

2.7 "White-Label Service"

An optional service that allows Vendors or Licensees to present a customized appearance of the Platform under their own branding. A White-Label instance operates within the confines and infrastructure of the Spec In A Sec Platform and does not constitute a separate or independent platform.

3. Description of Service

Spec In A Sec is a fabric pattern design platform and SaaS application that provides:

• A pattern design and visualization tool
• A directory connecting users with fabric vendors
• Project creation and specification tools
• Communication facilitation between users and vendors
• E-commerce functionality for purchasing products
• Sample request and management tools
• Specsheet generation and management
• Future tools and services, including but not limited to a 3D model specification tool for creating and customizing textile specifications

We act as a platform and utility, facilitating connections between users and vendors. We do not manufacture or distribute physical products directly. The Service operates as an interconnected Ecosystem where content, data, and functionality may be shared across all properties and services operated by the Company.

4. Eligibility

To use our Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding agreement
• Be authorized by a vendor to access the platform (for user accounts requiring vendor approval)
• Provide accurate and complete registration information

Our Service serves both business professionals and individual consumers who have been authorized by registered vendors or who have registered through an entry point that permits open registration.

5. Account Registration

5.1 User Accounts

By creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

5.2 Ecosystem-Wide Accounts

Regardless of which website, domain, or entry point you use to register, your account is a Spec In A Sec, LLC account. You are a subscriber of Spec In A Sec, LLC. Your account may be accessible across multiple properties within the Ecosystem, and your account data, activity, and preferences may be shared across the Ecosystem to provide and improve the Service.

5.3 Vendor Accounts

Vendors who register on our platform are subject to additional terms set forth in the Vendor Services Agreement. Vendors agree to:

• Provide accurate business information for directory listings
• Maintain current and accurate product and pattern information
• Respond to user inquiries in a timely and professional manner
• Comply with all applicable laws regarding their products and services
• Authorize users appropriately and responsibly

6. Platform Data License

6.1 Grant of License to Company

By using the Service, you grant Spec In A Sec, LLC a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, display, distribute, modify, adapt, create derivative works from, and otherwise exploit all User Content across the entire Ecosystem for any purpose related to the operation, promotion, improvement, or expansion of the Company's business and services.

6.2 Scope of Data Usage

This license explicitly includes but is not limited to the right to:

(a) Use all data added to, authored on, or generated through the Platform, including but not limited to user accounts, contact information, project specifications, sample requests, design selections, pattern and fabric preferences, specsheets, communications, and all other associated data the Platform uses to operate;

(b) Display, share, and distribute User Content across any property within the Ecosystem, including but not limited to specinasec.com, any subdomain thereof, the 3D model specification tool, and any other current or future service the Company develops or acquires;

(c) Use aggregated, anonymized, or de-identified data derived from User Content for analytics, product improvement, marketing, research, and business development;

(d) Use User Content to train, improve, and develop features and tools within the Ecosystem;

(e) Share User Content with third-party services integrated into the Ecosystem for the purpose of providing or enhancing platform functionality.

6.3 User Content Ownership

You retain ownership of original creative works you create using the Service. However, the license granted in Section 6.1 is irrevocable with respect to any content that has been uploaded to or created on the Platform during the term of your account, and such content may continue to be used across the Ecosystem even after account termination, to the extent it has been incorporated into specifications, projects, samples, vendor interactions, or other derivative works created by you, other Users, Vendors, or the Platform.

6.4 Vendor Content

Patterns, designs, images, and other content uploaded by vendors remain the intellectual property of the respective vendors. You may only use vendor content as authorized by the vendor and in accordance with any applicable licenses or agreements. Vendor content is made available to you subject to each vendor's access control settings.

6.5 User Data Across the Ecosystem

All Users who register on the Platform, regardless of whether they register through specinasec.com, a Branded Domain, a White-Label instance, or any other entry point, are subscribers of Spec In A Sec, LLC. Your account information, contact details, project history, activity data, and all other User Data belongs to the Company's Ecosystem and may be used by the Company to further its business interests, including but not limited to providing services across the Ecosystem, marketing, analytics, cross-platform features, and the development of new services.

6.6 Future Services

The Company is developing and may launch additional services, including but not limited to a 3D model specification tool. By using the Service, you consent to your User Content and User Data being made available on and used by these future services in accordance with this Section 6.

7. Acceptable Use and Prohibited Activities

7.1 General Acceptable Use

You agree to use our Service only for lawful purposes and in accordance with these Terms.

7.2 Prohibited Activities

You agree NOT to:

• Use the Service for any illegal or unauthorized purpose
• Violate any local, state, national, or international law or regulation
• Infringe upon the intellectual property rights of others
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to any part of the Service
• Interfere with or disrupt the Service or servers
• Harvest or collect user information without consent
• Impersonate any person or entity
• Use the Service to send spam or unsolicited communications
• Engage in any activity that could damage, disable, or impair the Service

7.3 Anti-Reproduction and Anti-Copying

You shall not, directly or indirectly, and shall not authorize, permit, or enable any third party to:

(a) Copy, reproduce, duplicate, replicate, or clone any portion of the Platform, including its design, layout, user interface, workflows, features, or functionality;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of the Platform;

(c) Create any derivative work, competing product, or similar service based on or inspired by the Platform's design, features, functionality, or user experience;

(d) Use knowledge gained from the Platform to build, assist in building, or advise on building a competing or substantially similar product or service;

(e) Scrape, harvest, crawl, or use automated means to extract data, content, images, or information from the Platform;

(f) Remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed on or within the Platform;

(g) Use automated systems, bots, scripts, or software to interact with the Service in a manner not expressly authorized by the Company;

(h) Frame, mirror, or otherwise incorporate any portion of the Service into another website, application, or service without the Company's prior written consent.

7.4 Reporting Violations

If you become aware of any unauthorized use of the Service or any violation of these Terms, you agree to promptly notify the Company at the contact information provided in these Terms.

8. Confidentiality

8.1 Confidential Information

In the course of using the Service, you may have access to or become aware of information that is confidential or proprietary to the Company or other participants in the Ecosystem. "Confidential Information" includes but is not limited to:

(a) The internal workings, proprietary processes, algorithms, business logic, and technical architecture of the Platform;

(b) Non-public features, tools, or functionality of the Platform, including features in development or beta testing;

(c) Business strategies, roadmaps, product plans, or pricing structures of the Company;

(d) Non-public information about other Users, Vendors, or Licensees obtained through the Platform;

(e) Any information designated as confidential by the Company or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

8.2 Confidentiality Obligations

You agree to:

(a) Keep all Confidential Information strictly confidential and not disclose it to any third party;

(b) Not use Confidential Information for any purpose other than your authorized use of the Service;

(c) Not discuss the internal workings, technical implementation, or proprietary processes of the Platform with any third party;

(d) Take reasonable measures to protect the confidentiality of Confidential Information, using at least the same degree of care you use to protect your own confidential information.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of you; (b) was known to you prior to disclosure through the Service; (c) is independently developed by you without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that you give the Company reasonable notice to seek a protective order where practicable.

8.4 Duration

Confidentiality obligations survive termination of your account for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

9. Intellectual Property

9.1 Our Intellectual Property

The Service and its original content, features, and functionality are owned by Spec In A Sec, LLC and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. This includes but is not limited to:

• Website design, layout, and user interface
• Software, source code, object code, and algorithms
• Logos, branding, and trade dress
• Text, graphics, and images created by us
• Data models, database schemas, and data structures
• Workflows, processes, and business logic
• Documentation and training materials
• All derivative works and improvements to the foregoing

9.2 Limited License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes. This license does not include the right to:

(a) Modify, copy, or create derivative works based on the Service;

(b) Sell, resell, license, sublicense, distribute, or commercially exploit the Service;

(c) Access the Service to build a competing or substantially similar product or service;

(d) Use the Service beyond the scope of access granted by these Terms.

9.3 Survival of Intellectual Property Protections

The intellectual property protections and restrictions set forth in these Terms survive termination of your account indefinitely with respect to trade secrets and for a period of five (5) years with respect to all other intellectual property protections.

10. Projects and Orders

When you create projects or submit requests through our platform:

• You are responsible for the accuracy of all specifications and information provided
• We facilitate communication between you and vendors but are not a party to any transaction
• All purchases, orders, and agreements are between you and the vendor
• We do not guarantee product availability, pricing, or delivery
• Disputes regarding products or services should be resolved directly with the vendor

11. E-Commerce and Purchases

Our platform may facilitate purchases between users and vendors. When making purchases:

• All transactions are between you and the vendor
• Spec In A Sec, LLC is not responsible for the quality, safety, or legality of products sold
• Pricing, availability, and shipping terms are determined by the vendor
• Payment processing may be handled by third-party providers
• Refunds, returns, and exchanges are subject to the vendor's policies
• You agree to pay all charges incurred by you or on your behalf

12. Fees and Payment

Access to certain features of the Service may require payment of fees. If applicable:

• All fees are stated in U.S. dollars unless otherwise specified
• Fees are non-refundable unless otherwise stated
• We reserve the right to change fees with reasonable notice
• You are responsible for all taxes associated with your use of the Service

13. Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding the collection and use of your information.

By using the Service, you acknowledge that your data may be used across the entire Ecosystem as described in Section 6 of these Terms and in the Privacy Policy.

14. Disclaimers

14.1 Service Provided "As Is"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.2 No Guarantee

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Results obtained from using the Service will be accurate or reliable
• The quality of any products, services, or information obtained through the Service will meet your expectations
• Any errors in the Service will be corrected

14.3 Third-Party Content

We are not responsible for the accuracy, completeness, or quality of any content provided by vendors or other third parties. Any reliance on such content is at your own risk.

14.4 Ecosystem Services

We do not warrant that any particular feature, tool, or service within the Ecosystem will remain available, unchanged, or compatible with previous versions. The Ecosystem is continuously evolving, and features may be added, modified, or removed at any time.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPEC IN A SEC, LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, data, use, goodwill, or other intangible losses
• Damages resulting from unauthorized access to or use of our servers
• Damages resulting from interruption or cessation of the Service
• Damages resulting from any third-party content or conduct
• Damages resulting from any products or services obtained through the Service
• Damages resulting from the use of your data across the Ecosystem as described in these Terms
• Damages resulting from your engagement with vendors, licensees, or other users through the Platform

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

16. Indemnification

You agree to defend, indemnify, and hold harmless Spec In A Sec, LLC and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Service
• Your violation of any third-party rights
• Any content you submit or transmit through the Service
• Your violation of any applicable law or regulation
• Your breach of the confidentiality obligations set forth in Section 8
• Your breach of the anti-reproduction and anti-copying restrictions set forth in Section 7.3

17. Account Termination

17.1 Termination by You

You may terminate your account at any time by contacting us or using the account deletion feature within the Service. Upon termination:

• Your access to the Service will be revoked
• Your login credentials will be deactivated
• Personal information identifiable to you will be handled in accordance with our Privacy Policy and applicable data protection laws

17.2 Data Retention After Termination

Upon termination of your account, the Company may retain and continue to use User Content and data that has been incorporated into the Ecosystem, including but not limited to specifications, projects, samples, vendor interactions, and derivative works, in accordance with the Platform Data License granted in Section 6. This retention is necessary for the continued operation of the Ecosystem and the preservation of records and data integrity for other Users and Vendors who have interacted with your content.

17.3 Termination by Us

We reserve the right to suspend or terminate your account and access to the Service at our sole discretion, without notice, for conduct that we believe:

• Violates these Terms
• Is harmful to other users, vendors, or third parties
• Is harmful to our business interests
• Involves any prohibited activity described in Section 7
• Involves any breach of confidentiality described in Section 8

18. Modifications to Service and Terms

18.1 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service. This includes the right to add, modify, or remove features, tools, or services within the Ecosystem.

18.2 Terms Modifications

We may revise these Terms from time to time. When we make changes, we will update the "Effective Date" at the top of these Terms. For significant changes, we will provide notice through the Service or by email. Your continued use of the Service after any changes constitutes your acceptance of the revised Terms.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, United States, without regard to its conflict of law provisions.

19.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue legal remedies in the state or federal courts located in South Carolina.

19.3 Waiver of Class Action

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

20. General Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Vendor Services Agreement, Licensee Services Agreement, or White-Label Service Addendum, constitute the entire agreement between you and Spec In A Sec, LLC regarding the Service and supersede all prior agreements and understandings.

20.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

20.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision.

20.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

20.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

20.6 Survival

The following sections survive termination of your account: Section 6 (Platform Data License), Section 7.3 (Anti-Reproduction and Anti-Copying), Section 8 (Confidentiality), Section 9 (Intellectual Property), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17.2 (Data Retention After Termination), Section 19 (Governing Law and Dispute Resolution), and Section 20 (General Provisions).

21. Additional Agreements

21.1 Vendor Services Agreement

If you are a Vendor, your use of the Service is also governed by the Vendor Services Agreement, which contains additional terms regarding enrollment, data licensing, confidentiality, intellectual property restrictions, and fees specific to Vendors.

21.2 Licensee Services Agreement

If you are a Licensee or Organization, your use of the Service is also governed by the Licensee Services Agreement, which contains additional terms regarding enrollment, billing, data licensing, confidentiality, and intellectual property restrictions specific to Licensees.

21.3 White-Label Service Addendum

If you utilize the White-Label Service, your use is also governed by the White-Label Service Addendum, which contains additional terms regarding the scope, limitations, and conditions of the White-Label Service.

21.4 Hierarchy

In the event of a conflict between these Terms and any additional agreement (Vendor Services Agreement, Licensee Services Agreement, or White-Label Service Addendum), the additional agreement shall control with respect to the subject matter it covers. For all other matters, these Terms shall control.

21.5 Data Processing Agreement

If you are a Licensee or Vendor subject to the General Data Protection Regulation (GDPR) or UK GDPR, your use of the Service is also governed by the Data Processing Agreement, which sets out the terms under which the Company processes personal data on your behalf.

22. Contact Us

If you have any questions about these Terms, please contact us:

Spec In A Sec, LLC

Email: info@specinasec.com